ACCEPTANCE OF WEBSITE TERMS 2.1 The Website Terms are a legal agreement between you, being a user of the Website, and Ora Partners, in respect of your access to and use of the Website. By using the Website, you acknowledge and agree to be bound by these Website Terms. If you do not agree to be bound by these Website Terms, do not access or use the Website. 2.2 Where you are using the Website on behalf of an organisation or on behalf of another person, you hereby irrevocably agree to these Website Terms for your organisation or for the person for whom you act and undertake to Ora Partners that you have the authority to bind that organisation or person for whom you are acting to these Website Terms (in which event, “you” and “your” will also refer to that organisation or person for whom you are acting for). In consideration for you complying with these Website Terms at all times, we grant you a non-exclusive, non-transferrable worldwide licence to use and access the Website on the terms set out in these Website Terms.
CHANGES TO THE WEBSITE TERMS 3.1 We may change the Website Terms from time to time by publishing an updated version on the Website. You will be responsible for ensuring that you are familiar with the latest Website Terms. By continuing to use the Website you will be deemed to accept the updated Website Terms and agree to be bound by them.
NO UNLAWFUL, INFRINGING OR OFFENSIVE ACTIVITY 6.1 You must not post or transmit to or via the Website any information or material, or otherwise use the Website for any activity, which breaches any laws or regulations, infringes a third party’s rights or privacy or is contrary to any relevant standards or codes, including generally accepted community standards. You must also not permit or enable another person to do any of those things.
NO VIRUSES OR OTHER INTERFERENCE 7.1 You must not transmit to or via the Website any computer virus or other information or material or otherwise use the Website in a way which: 7.2 tampers with, hinders the operation of, or makes unauthorised modifications to the Website; (a) inhibits any other user from using the Website; (b) defames, harasses, threatens, menaces or offends any person; or (c) contains obscene, indecent, inflammatory or pornographic material, or material that could give rise to civil or criminal proceedings. (d) You must also not permit or enable another person to do any of those things. (e) We may suspend or terminate your access. (f) We may suspend or terminate your access to all or any part of the Website at any time if, in our reasonable opinion, you breach these Website Terms.
CONTENT THAT YOU SUBMIT TO THE WEBSITE 8.1 This section applies if you submit, post, transmit or otherwise make any material available via the Website (“your content”). 8.2 Where you do so, you grant to us, a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, transferable licence to use, reproduce, modify, adapt, publish or communicate to the public your content for the reasonable purposes of our business, and the right to sub-license those rights to others. You also consent to any act or omission that would otherwise infringe any of your rights (including your moral rights) in your content. 8.3 You warrant that you have the right to grant that licence, that our exercise of the licence rights above will not infringe the intellectual property rights of any person, and that the content is not defamatory and does not breach any law. To the extent permitted by law, you will indemnify Ora Partners against any cost, loss, damage, expenses, or other liability arising from any third-party demand or claim that any data provided by you, or your use of the Ora Partners: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Ora Partners’ actions); or (b) violates any applicable law or these Website Terms. 8.4 Ora Partners will reasonably notify you of any such claim or demand that is subject to your indemnification obligation. 8.5 We may monitor or review your content, but we are not obliged to do so. We may also alter or remove any of your content at any time, including to ensure the operational integrity of our services.
ORA PARTNERS PROPRIETARY RIGHTS 9.1 All content and information relating to or on the Website, including but not limited to logos, designs, text, software, intellectual property, technical drawings, configurations, graphics, other files, and their selection and arrangement, belongs to Ora Partners or its licensors. You acknowledge that Ora Partners or its licensors exclusively own all content and information relating to or of the Website. 9.2 Ora Partners or its licensors own and reserve all right, title and interest in and to the Website and all hardware, software and other items used to provide the Website, other than the rights we expressly grant to you to use the Website. No title to or ownership of any proprietary rights related to the Website is transferred to you pursuant to these Website Terms. 9.3 Permission is given for fair dealing with any Ora Partners copyright or trademark on the Website as permitted under copyright legislation, including for the purposes of private study and research. Apart from those uses, no part may be reproduced without Ora Partners’ prior written permission.
NO WARRANTIES OR REPRESENTATIONS 10.1 To the maximum extent permitted by law, we do not represent or warrant that the content on the Website is accurate, reliable, suitable, or complete. 10.2 In particular, even though we use reasonable care and skill in providing the Website, we cannot, and do not, promise that the Website will be continuously available or that it will be free of computer viruses or free of other fault.
OUR LIABILITY TO YOU 11.1 Except as set out under this section, we may be liable to you for breach of contract or negligence under the principles applied by the courts. 11.2 We are not liable for any loss or damage to the extent that it is caused by you. 11.3 To the maximum extent permitted by law, we exclude any liability to you that may otherwise arise as a result from your use of the Website in connection with any business purpose. Except to the extent strictly permitted by law, nothing in these Website Terms has the effect of contracting out of any applicable non-excludable consumer protection laws. 11.4 If we are not entitled by law to exclude liability arising from negligence or other tort or from breach of a statutory duty or other legislation, then to the extent we are permitted to do so, we limit that liability to resupply of the services, information or links and associated services, as the case may be. 11.5 References to external websites on the Website are provided as an information service only and should not be construed as an endorsement of any organisation or product. Although care has been taken to provide links to suitable material from the Website, no guarantee can be given about the suitability, completeness or accuracy of any of the material that may be linked to or other material on the internet. Ora Partners does not accept any liability for the data and content of such material that may be encountered, including the unavailability of such data and content
YOUR LIABILITY TO US 12.1 You agree to indemnify us for any loss caused to us as a result of your breach of the Website Terms. 12.2 You are not liable to us for any loss to the extent that it is caused by us.
INCONSISTENT TERMS 13.1 If there is an inconsistency between these Website Terms and any other terms displayed on individual pages of the Website, those other terms will govern, to the extent of the inconsistency.
NO WAIVER FOR BREACHES 14.1 If we do not act in relation to a breach of the Website Terms by you, we do not waive any rights to act in relation to that breach, or any later breach by you. 14.2 If you do not act in relation to a breach of the Website Terms by us, you do not waive any rights to act in relation to that breach, or any later breach by us.
SEVERABILITY 15.1 These Website Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Website Terms as written, that part will be replaced with similar terms to the extent enforceable under the applicable law, and the rest of these Website Terms will remain in effect.
PRIVITY 16.1 For the purposes of your use of the New Zealand version of the Website, the Contract and Commercial Law Act 2017 (New Zealand) provides that the agreements and undertakings set out in these Website Terms as given by you, are given for the benefit of any and all entities within Ora Partners and are enforceable at the suit of each or any entity within Ora Partners.
ASSIGNMENT 17.1 We may assign, transfer, or otherwise dispose our rights and obligations under these Website Terms, in whole or in part, at any time without notice. You may not assign these terms or transfer any rights to use the Website, unless agreed by Ora Partners in writing.
GOVERNING LAW 18.1 The Website Terms shall be governed by and construed in accordance with New Zealand law. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.